SALES AGREEMENT
THIS AGREEMENT entered into this 13th day of March, 2013 by NantaiAcer
Elec. Corporation, a company organized and existing under the laws of the
Republic of China, having its principal place of business at Tainan, Taiwan
(hereinafter called the “Seller”) and Unicsson Elec., a company organized and
existing under the laws of the United States of America, having its principal
place of business at Houston, Texas, U.S.A., (hereinafter called the “Buyer”);
WITNESSETH
WHEREAS, the Buyer requires a supply of Notebook Computer hereinafter
more particularly specified( hereinafter called the “Products”); and
WHEREAS, the Seller is desirous of selling the Notebook Computer to the
Buyer;
NOW, THEREFORE, in consideration of the foregoing and the obligations
hereunder, the parties hereto agree as follows:
Article 1. DEFINITIONS
In this Agreement, the following terms have the following meanings:
(a) “Dollars” means the lawful currency of the United States of America.
(b) “Products” means OA-001 Notebook Computer to be produced and
supplied by the seller in accordance with the Specifications.
Article 2. SALE OF PRODUCTS
The Seller shall sell to the Buyer the Products subject to the terms and
conditions hereunder.
Article 3. QUANTITY
The Seller shall sell to the Buyer the Products in the following quantity:
5,000 sets.
Article 4. SPECIFICATIONS
The Specification of the products shall be as follows:
- Dual CPU P7 3.2 Ghz
- 80 G HDD
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Article 5. PRICE
The price for the Products to be sold hereunder shall be US$225/set
FOB Shanghai. ( hereinafter called the “Price”)
Article 6. PAYMENT
The Buyer shall pay the Price to the Seller under Article 7 hereof, by way of
L/C at sight to the account assigned by the Seller.
Article 7.DELIVERY
The seller shall ship the Products from Shanghai, China to Houston, Texas,
U.S.A., within 45 days after receipt of the Buyer’s payment.
Article 8. ARRANGEMENT OF SHIP
The Seller shall arrange a ship for the transportation of the Products.
Article 9. TITLE AND RISK
Title and all risks of loss or damage to the Products shall pass from the Seller
to the Buyer when the Products have passed the ship’s rail at the loading port.
Article 10. MARINE INSURANCE
The Buyer shall, at its own expense, insure the Products for the period of the
transportation thereof in the amount of the Price plus ten percent (10%) thereof.
Article 11. INSPECTION
All Products ordered are subject to inspection by the Buyer.
Article 12. WARRANTY
1. The Seller warrants that the Products shall conform to the Specifications.
No other warranties including without limitation warranties of
merchantability or fitness for any particular purpose are made by the
Seller.
2. In no event shall the Seller be liable for any indirect or consequential
damage including but not limited to damage to the Buyer’s property
resulting from the use, transportation, sale or storage of the Products.
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Article 13. PATENET INFRINGEMENT
The Seller shall indemnify and hold the Buyer harmless from any liability for
infringement or patent, trademark, design, copyright or any other intellectual
property rights in the Products; provided, however, that the Buyer shall be liable
for any such infringement if the Buyer knew or should have known of the
possibility of such infringement.
Article 14. TERMINATION
Either party may terminate this Agreement by notifying the other party in
writing;
(a) if the other party winds up or goes bankrupt, or
(b) if the other party breaches any provision hereof.
Article 15. FORCE MAJEURE
1. the Seller shall not be liable for any delay, nonperformance or any other
default in performance of the obligations hereunder due to the occurrence
of any event of force majeure, which includes prohibition of exportation,
operation of laws, regulations and orders, war, riot, strike, fire, explosion,
flood, typhoon hurricane, tidal wave, earthquake, act of God, and any
other causes beyond the reasonable control of the parties.
2. On the occurrence of any event of force majeure, the Seller shall have the
option either;
(a) to extend the time of performing affected obligations during such
period as the event of force majeure continues, or
(b) to terminate this Agreement.
If the Seller exercises such option, the Buyer shall accept such extension of
time or termination, as the case may be without any claim against the
Seller.
Article 16. TAXES
The Buyer shall bear any taxes, import duties or any other charges in
connection with the performance hereof.
Article 17. ASSIGNMENT
The Buyer shall not assign the whole or any part hereof to any person without
obtaining the prior written consent of the Seller.
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Article 18. NOTICE
All notices hereunder shall be written in the English language and be
delivered by hand or sent by airmail to the following addresses:
To the Seller: NantaiAcer Elec. Corp.
No. 1 Nantai St., Yong Kang,
Tainan, Taiwan, ROC
To the Buyer: Unicsson Elec.
6000 Connection Drive, Houston
No.: Texas, U.S.A
Article 19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior
communications and agreements with regard to the same.
Article 20. GOVERNING LAW
This Agreement shall be governed by the laws of the Republic of China.
Article 21.ARBITRATION
Any dispute which may arise in connection with this Agreement shall, unless
settled by amicable arrangement between the parties hereto, be settled by
arbitration in Tainan, Taiwan, the Republic of China in accordance with the
Commercial Arbitration Rules of the Commercial Arbitration Association of the
Republic of China.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives in duplicate as of the day and
year first above written, each party retaining one.
The Seller: NantaiAcer Elec. Corp.
David Wang
Name: David Wang
Title: Sales Director
The Buyer: Unicsson Elec.
James Bond
Name: James Bond
Title: Purchasing Manager
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